Outlook Therapeutics (OTLK) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for March 10, 2026, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• Proxy materials are available online, with voting accessible via internet, phone, or mail for shareholders of record as of January 12, 2026.

• Quorum requires a majority of outstanding shares; preliminary and final voting results will be disclosed via Form 8-K.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors, ratifying KPMG LLP as auditor for FY 2026, and a non-binding say-on-pay for executive compensation.

• Shareholder proposals for the 2027 meeting must be submitted by October 14, 2026, for inclusion in proxy materials.

• Voting is by plurality for directors and majority for other proposals; broker non-votes and abstentions have no effect on outcomes.

Board of directors and corporate governance

• Board consists of ten members divided into three classes, with a majority deemed independent under Nasdaq standards.

• Board leadership is separated, with an independent Chairman and a Lead Independent Director to address potential conflicts.

• Four standing committees: Audit, Compensation, Nominating, and Executive, all with independent members.

• Code of Ethics, Insider Trading Policy, and Corporate Governance Guidelines are in place and publicly available.